Panic
by Jamaican Princess Rocquellan
Summary: Cloud demands sex under mysterious circumstances, Zack obliges. Yaoi/AU R


It was night and Zack had just gotten out of the shower after a nice, long, hot bath. Wrapping a towel around his waist, he walked out into the living room of his two bedroom apartment on the ShinRa base. His skin was warm, the cool air in the apartment a sharp contrast but he felt good none the less.

Cloud had just left and he decided after his shower he would go to bed, though he did miss the little sprout already. Cloud was only sixteen, short and beautiful but the kid was just what he needed, eye candy and a sense of humor.

He picked up the magazine that Cloud was reading from the floor and put it away. It was Cloud's favorite after all and he didn't want to destroy it. He remembered how Cloud seemed distant and jumpy while reading earlier, almost as if he wasn't comfortable around him anymore. That made him worry, but Cloud had assured him it was nothing he did after he asked. And seeing as the boy wasn't ready to explain he just left it as is. Cloud could tell him whenever he was ready.

Cloud had promised to stop by the next day after training. So when Zack heard his doorbell chime impatiently, he wondered who it was because he wasn't expecting any visitors.

"Coming!''

Zack hastily made his way over to the door, completely forgetting that he was naked except for the thin towel around his waist, beads of water still rolling down his tight abdomen, muscled arms and legs.

Zack saw it for a split second. The lust, fright and hesitation that ran through too familiar wide blue eyes.

"Cl…!''

Zack's cry was silenced by soft, demanding, clumsy lips on his. A pair of small strong arms were thrown around his neck, holding tightly as if for dear life.

He was surprised, stunned into silence when Cloud tried to coax his lips apart, pushing and sucking in a very inexperienced way. His eyes were wide and he looked at the face pressed close to his. Cloud's own were closed, a small rivet of tear at the corners. What could have caused this? Cloud was hot but damn, he was only was sixteen years old. And he was getting hard too.

Zack placed a hand on Cloud's chest and the other gripped his shoulder. He pushed, breaking the kiss and looked at Cloud's piteous expression. The boy's face was suffused with red and he looked at him with wide pleading eyes that shimmered brightly under the light of the room.

Cloud was scared, that much was obvious.

"Cloud, what's the matter?''

The boy just stood, lips trembling before he bit the bottom. Up close, Zack realized Cloud's lips were pouty and wet, fuckable at least. Zack was trying to tell his libido to butt out, but the damn thing wasn't listening.

Cloud spoke in a pleading voice. "Zack…please.''

With concern lacing his voice Zack instructed, "Tell me what happened.''

He watched those blue depths dart around, hesitant and weary.

"I need you to be first.''

Zack didn't understand what Cloud was talking about, though he had a feint idea. He wanted to be sure his guess was right.

"First for what?''

Suddenly the towel fell away and there was a small hand, soft and firm tugging at his half hard erection.

Zack gasped and pulled away, his eyes widening in shock. He never expected Cloud to do such a thing. The boy was always timid and blithe, which to his now analysis proved that something was definitely wrong.

Zack placed both hands over his sex and backed away. "Cloud, don't do this. I might hurt you.''

Cloud advanced, his movements becoming more confident the further they went into the apartment. His demeanor was slowly changing from trepidation to grim determination. Cloud was desperate, needy and if the bulge in his pants was any indication he was horny.

''You won't hurt me Zack, you have to be first.''

Zack decided that whatever had gotten into Cloud would be remedied. He was still hard as a rock, but he wouldn't let that make him do something they'll both regret later.

"You don't know what you're doing Cloud, please stop." Zack mentally groaned when he had to plead to his libido also.

"I know what I'm doing. I do know what I want Zack, just please give it to me.'' Cloud's eyes were glossed over, his desire evident. Blue eyes conveyed how much Cloud really wanted this, wanted Zack. It was like the boy went from uncertain to positive about his needs in the blink of an eye.

Zack knew he should resist, not give in, but there was just something preventing him from doing the right thing. Which was to send the boy back to the barracks.

The fist class SOLDIER felt his back hit the bedroom door.

Zack could have sworn Cloud looked smug. When the boy's body pressed up against his, causing jolts to run through him from the touch, Zack decided he would give Cloud what he wanted. He was old enough...maybe. And Cloud didn't look like he was about to give up anytime soon. Besides, he couldn't say he hadn't thought about fucking Cloud before, he just didn't want the boy to think he was some kind of pervert that wanted to get inside his pants.

Warm breath and soft kisses ghosted along Zack's neck, a testament to how short Cloud was because he had to tilt his head up, and he bit his bottom lip in anticipation.

"Cloud, are you sure?'' Zack received a hard suck of his exposed neck in response. His hand trailed up to the button down shirt and ripped the item in two, causing buttons to fly in all directions.

"Zack, I want you.'' Cloud's voice was sultry, causing the SOLDIER's sex to ache fiercely. It jutted out proudly from his stomach, pulsing with need. Cloud was right there, the object of his lust and it would be so easy to bend him over and fuck him right there on the floor. But he didn't want that, Cloud's first time shouldn't be a memory of the cold, hard surface. It should be a warm, soft bed at least.

Zack didn't see when Cloud had fallen to his knees and had taken him into his mouth, but when he felt that warm, soft tongue flick over the head of his cock he moaned loudly and threw his head back, feeling his knees going weak. He snaked a hand out and gripped unruly blonde hair, bucking his hips.

"You ever sucked a guy off before?''

Cloud nodded his head, no, and Zack shook his. "I thought so.''

The moves were experimental, and Zack could feel moments where Cloud's tongue just moved, not enticing or stimulant. The boy was out of his element. He looked down to see blonde spikes bobbing, trying hard to please.

"Suck on it Cloud, create a suction of sort.'' Cloud did and Zack bit back a moan, closing his eyes as feelings like ice raced up his spine from Cloud's ministrations.

"Good boy.'' And he could feel Clouds lips slightly lift off his flesh in a grin. He threaded one hand through the soft blonde spikes and jolted when Cloud hummed, sending even more pleasure through his system.

"Make that noise again Cloud, it feels good baby.'' Cloud did, and Zack put one hand over his mouth to stifle a moan. It felt amazing, hard to imagine this was the boy's first time, he was a natural.

Zack's sacs stirred with release.

That's when Cloud broke the union of mouth and cock and stood up quickly, planting his lips on his again. He could taste it, his precum on the boy's tongue which was tangy and smooth. It aroused him even further, just the idea threatening to push him over the edge.

Zack's arousal threatened to explode while he stood and embraced Cloud, plundering his mouth with his own. The boy was aroused too because his erection poked at his leg, and he slid his hand between Cloud's thigh, pushing past the waist of his pants to cup his balls and massage the appendage.

Roll, knead, squeeze. Roll, knead squeeze.

He felt Cloud start to tremble in his embrace and he let go off his sac and trailed his fingers upward until his hand was firmly wrapped around the throbbing flesh. He made one hard tug and Cloud clung even tighter to him, moaning out loud.

"You taste good Zack.''

Cloud's voice was silky and smooth, tinged with arousal and Zack's cock throbbed with need. Cloud was too fucking hot for his own good and he would make sure nobody would be able to take advantage of that fact, nobody at all.

Zack ground both their hips together. "I want to taste you too Cloud, I want to fuck you so bad baby. Just let me stick my dick inside you and fuck you out…please.'' Zack was way past his limit.

~~~~~~~~~~~~

So obscene, so filthy, so fucking hot!

Cloud chuckled. "My…'' He stuck his tongue out and took A lick of the older man's lips before he continued. "What dirty mouth you have.''

He could make out the slight shaking of the SOLDIER'S frame, feeling his need for pleasure more than seeing it. He knew it would be his first time, and giving your virginity to a SOLDIER was no walk in the park. He heard stories about women and men ending up in the hospital after sleeping with one and he doubted all of them were virgins. But he trusted Zack, trusted the man not to hurt him any more than he had to. He had already prepared himself to get fucked by a cock that was probably too large for his small body, but it was better than the alternative.

Cloud followed Zack into the bedroom when he was pulled through the narrow doorway and led to lie on the bed in a corner. He kicked off his pants and ended up on his back, watching Zack stand before him before he climbed up and straddled his waist. Their erection was now touching and Zack held them both in a firm grip. The man started to rub them together, and he closed his eyes and reveled in the sensation coursing through his body.

Zack's balls felt heavy resting on his, and he couldn't help but to arch his back slightly and look at the two cockheads being pressed together and rubbed. It felt so damn good.

"I've wanted to do this for a while Spike.'' Zack's voice was laced with arousal.

Cloud moaned. "You have?''

"Gaia I just want to…'' Zack bent his head and captured his lips in a greedy, wanton kiss. "…sex you up, eat you and make love to you.''

Did he really turn the SOLDIER into a babbling idiot like that?

Cloud teased, "What's stopping you?''

Zack's frame was huge from the angle Cloud was seeing him from. Wide chest plate was supported by a curvy waist nestling a well defined six pack. The man was beautiful, sexy and handsome all in one. His skin was smooth, glowing under the pale light from the room.

The act felt good, right and he knew he had made the right choice trusting Zack. The man was his friend after all.

"What's that?'' Cloud asked curiously when Zack reached on a small table nearby, took up a bottle and squeezed a clear, gel like substance on his fingers.

"I'm not going to take you unprepared Cloud.'' That was the serious response he got from Zack, and he was happy the man wasn't so lost in pleasure he didn't pay attention to his well being.

Zack lifted himself up and pushed both his feet until they were up to his chest, exposing his ass fully for the man's viewing pleasure.

Cloud blushed brighter at the thought of the man looking at his ass like that.

"Beautiful.'' Zack murmured and Cloud tensed when he felt a slick finger circling his ring of muscle. It felt odd, but he didn't mind, this was Zack after all, this is what he wanted. He didn't want to think it would be another who promised hurt and discomfort, no, he needed this.

"It's constricting, fucking hot,'' Zack murmured and Cloud's cheek tinged a brighter red. Zack was like a child who got a present on Christmas.

"Fuck Cloud, I promise I'll make this good for you, just…'' And the raven haired man sucked the tip of his erection suddenly, pushing his tongue into the slit while suckling the head. Then the man let go, "…just bear with me, ok?''

"Ok Zack,'' Cloud answered and that's when he felt the finger slowly start to push inside him. It broke past the barrier and Cloud could tell his body was trying to reject it, because it felt tight and uncomfortable.

"Just relax Spike, you're too tense.''

Cloud did relax, and it felt just a little better. He soon got used to the finger and that's when Zack added another, sliding them inside and out, trying his best to widen him. Then the third one entered and he started to squirm, it was hurting now. A small whimper escaped his throat at the intrusion.

"Relax baby…'' Zack placed a gentle kiss to his inner thigh while using his free hand to stroke the other. "…I promise it'll stop hurting soon, just don't tense up, ok?''

Cloud looked into those bright violet eyes and nodded his head once. "Ok Zack.'' And the man was right, after a few moments the fingers didn't feel so uncomfortable anymore.

After a moment Zack stood up and nestled himself between his open thighs. He felt the tip of the man's erection nudge at his entrance and he held tightly the arms that were planted beside him, tensing once again.

Cloud looked into Zack's eyes which were overly bright and laced with lust when he spoke. "Don't tense baby, it'll hurt more.''

Cloud's voice trembled. "But Zack, it'll hurt me.''

"If it does it won't be for long.''

"Fuck, ZACK!'' Cloud cried out when the head broke past his barrier. It hurt like a motherfucker and that wasn't even the whole thing.

"Shhhh,'' Zack tried to sooth him, running one hand lightly through his hair and he tried, but the pain was there, throbbing and aching.

Zack slowly pushed forward, grunting and swearing at the tightness of his ass and Cloud felt like he was being torn in two. But he decided to ride out the pain. If consensual sex was this painful, imagine non consensual? Cloud shuddered at the thought.

Zack groaned. "Don't clench so tightly Cloud, just relax.''

Cloud squirmed, restless in his attempt to relax. Zack was huge and his body leaning over him, bracing on his hand was intimidating. He whimpered and clung tightly to Zack's neck when the man was finally seated inside him, stilling for a moment to give him time to adjust.

The pain slowly dulled to a throbbing ache and Cloud relaxed completely. That's when Zack started move, sliding out and pushing back in gently. The man was shaking, and Cloud knew it was hard for the SOLDIER to move so slowly, but he needed it that way.

Zack grunted, mumbling against his neck where the man's face was buried.

"Zack…'' Cloud breathed when he felt something jolt inside him. It felt good and whatever it was Zack had hit was bringing him immense pleasure.

"Right there.'' Cloud moaned when Zack hit his prostate again.

Zack didn't say anything, just started to move faster and harder whiling making sure he angled his thrusts to hit Cloud's prostate each time. Cloud heard Zack's voice become more abandoned, needy and deep. He could tell the man was almost at his limit, especially with the way he sped up his pace.

Zack's hands were now gripping his legs, forcing them apart painfully. Cloud moaned, his voice getting higher and more frantic. Zack was fucking him into the mattress and despite the pain, he loved it. His own erection was in dire need of some attention and he reached out a hand and squeezed his aching sex, feeling slick precum leaving the swollen head. He had masturbated before, but it never felt anything like it did now with a cock shoved up his ass.

"Zack, I'm gonna…cum.'' Cloud felt Zack speed up even more at his words, stretching him even further and he screamed an ear piercing scream when he came.

Zack felt the already tight orifice squeeze his cock rhythmatically as Cloud released, ribbons of white shooting onto his stomach while he screamed, digging and raking his nails into Zack's back.

Cloud was like a celestial creature when he came, skin slick with sweat; pouty, kissable lips making piteous noises and eyes slitted and sultry that were pulling him into their blue depths.

Zack groaned when his body tensed suddenly from his near release, then he threw his head back and moaned when he exploded into the smaller body.

The 1st class SOLDIER captured the lips of the cadet into a passionate kiss after he broke their union at the hips, melding their mouths together as they tasted, sucked and licked. Zack knew his appetite for Cloud would be insatiable, especially after having a taste of the heavenly being curled up beside him, breathing hard in the afterglow of post coital sex. He could almost feel himself wanting to get hard again just from the sight.

"I didn't hurt you, did I babes?'' Zack asked while watching the blonde, regal in all his naked glory.

"No you didn't Zack," Came the tired replied. He sucked on the creamy exposed neck, feeling cloud squirm and leaving a obvious mark.

"Don't do that, everybody will see it.''

Zack smiled. "And they'll know you belong to me and not to touch when I mark you as mine.''

Even though he couldn't see it, Zack could tell the blonde was smiling. Then he remembered how this all started and asked in a serious voice, "What happened Cloud? I don't think you would just demand sex on your own. And why did you need me to be first?''

Cloud sighed, torn between his guilt for his approach and his excitement for enjoying having sex with the SOLDIER. Would Zack even believe him if he told him? To anybody else it would seem he just wanted special privileges and was using the SOLDIER, but he wasn't, and the paradox of emotions running through his head scared him, but he decided it was best to come clean.

"For the past week, I've been getting mysterious unsigned letters. Under my pillow, in my desk and in my locker…'' Cloud started to sob. "…And it says, they must have me. He'll rape me if he has to… and it details some horrible things he'll do to me in bed."

Cloud felt a pair of strong arms circle him protectively and listened as Zack told him not to worry, it'll be alright.

"If I had to be raped, I didn't want that to be my first time.'' Cloud shook his head from side to side, trying to block out some disturbing images while he spoke.

Zack's blood began to boil with rage and the mako pulsed in his system. Who would do such a thing to the blonde? He knew Cloud was beautiful and lots of men probably lusted after him, but that was sick and perverted, taunting the blonde in that way. He kissed the top of the cadet's crown while running one hand up and down his spine soothingly and whispered soft reassurances in his ears.

Zack hugged the shaking frame even tighter after Cloud wrapped his arms around his waist. "I swear I'll protect you Cloud. I'll take care of this.''

And the SOLDIER meant every word.


End file.
